F I L E D

United States Court of Appeals

Tenth Circuit
UNITED STATES CO URT O F APPEALS
TENTH CIRCUIT

August 28, 2007

Elisabeth A. Shumaker
Clerk of Court

DAVID HELLER, individually and on

behalf of all others similarly situated,
Plaintiff-Appellee,
v.
QUO VAD X, INC.; LORINE R.
SW EENEY ; and GA RY T.
SC HERPIN G ,

No. 07-1110
(D.C. No. 04-cv-00665-RPM )
(D . Colo.)

Defendants-Appellees,
--------------------------------------------W ILLIA M S. K A RN ,
Appellant.

OR DER AND JUDGM ENT *

Before LUCERO , HA RTZ, and GORSUCH, Circuit Judges.

After examining appellants brief and the appellate record, this panel has
determined unanimously that oral argument would not materially assist the
determination of this appeal. See Fed. R. App. P. 34(a)(2) and 10th Cir. R.
34.1(G ). The case is therefore ordered submitted without oral argument. This
order and judgment is not binding precedent except under the doctrines of law of
the case, res judicata and collateral estoppel. It may be cited, however, for its
persuasive value consistent with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1.

W illiam S. Karn, an attorney representing himself, appeals from the district

courts denial of his objection to a settlement agreement in a class action suit
involving Quovadx, Inc., of which M r. Karn is a shareholder. Because we agree
with the district court that M r. Karn lacks standing to object to the settlement, and
because M r. Karns filings before the district court and this court fail to identify
any relevant evidence or legal authority supporting his various theories about
class action litigation, we affirm.
***
On April 5, 2004, David Heller brought suit against Q uovadx and two of its
officers, Lorine R. Sw eeney and Gary T. Scherping, on behalf of all open-market
purchasers of Quovadx shares during the period from October 22, 2003 to
M arch 15, 2004. M r. Heller alleged that defendants had intentionally issued false
and misleading financial statements during that period in aid of Q uovadxs cash
and stock acquisition of Rogue W ave Software. The litigation proceeded with the
typical motions and filings involved in such class action shareholder suits, and
eventually the parties entered into settlement discussions. In November 2006, the
parties came to an agreement and filed a stipulation of settlement, and M r. Heller
filed an unopposed motion for court approval of the settlement. The district court
subsequently granted preliminary approval, scheduled a fairness hearing, and
ordered notice of the proposed settlement to all class members.

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On December 28, 2006, M r. Karn filed an objection to the settlement the

only objection lodged by any party against the proposed settlement. Although
M r. Karn purports to be a Quovadx shareholder, he does not claim to be a member
of the class of shareholders represented by M r. Heller (those who purchased
shares between October 22, 2003 and M arch 15, 2004). In his objection, M r.
Karn essentially argued that the defendant corporate officers, and not the
corporation itself, should have to pay any settlement or judgment for the alleged
harm to the class members. M r. Karn followed his objection with a number of
motions in the district court, asking, among other things, that the court charge the
parties in the suit and their counsel with violations of the Sherman Act, 15 U.S.C.
1 (illegal restraints of trade), that the court rule on the constitutionality of class
action lawsuits writ large, and that the court allow M r. Karn to file litigation
documents by posting them on his w ebsite and announcing the posting by email to
the court and other parties.
The district court denied all of M r. Karns motions but postponed ruling on
his objection to the settlement until the fairness hearing, scheduled for
February 23, 2007. At the fairness hearing, the court denied M r. Karns objection
and granted final approval of the proposed settlement. On February 26, 2007, the
court issued a written order denying M r. Karns objection, citing as its reasons: 1)
M r. Karn did not identify any purchases of Quovadx stock within the class
period and therefore has no standing to make an objection; and 2) M r. Karns
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statements to the court did not constitute valid objections. Feb. 26, 2007, Order
Denying Shareowner Objection. The court also ordered that a so-called
memorandum of law filed by M r. Karn one day before the fairness hearing
be stricken from the record because its contents were irrelevant. Id. M r. Karn
filed a timely notice of appeal.
***
M r. Karns appeal apparently only concerns the district courts denial of
standing for M r. Karns objection. Specifically, he presents two questions to this
court: 1) w hether the district courts denial of standing violated his Fifth
Amendment rights of due process; and 2) whether the denial of standing violated
the Takings Clause of the Fifth Amendment. For at least three independent
reasons, we affirm the district courts denial of M r. Karns objection to the
proposed settlement.
First, we affirm because M r. Karn fails to appeal the district courts second,
independent ground for denying his objection namely, its conclusion that M r.
Karn, standing or no standing, simply did not raise any valid objection. See
M etzger v. U NU M Life Ins. C o. of Am., 476 F.3d 1161, 1168 (10th Cir. 2007)
(affirming because appellant did not challenge on appeal the district courts
second, independent ground for judgment).
Second, we affirm because we agree that M r. Karn indeed lacked standing
to object to the proposed settlement. Rule 23(e)(4) of the Federal Rules of Civil
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Procedure provides only that class member[s] may object to a proposed

settlement. As such, non-class members have no standing to object . . . .
Gould v. Alleco, Inc., 883 F.2d 281, 284 (4th Cir. 1989). It is undisputed that M r.
Karn is not a class member in this suit, or at least he has never presented to this
court or the district court any evidence suggesting membership, and therefore he
has no standing to object under Rule 23. Rather, [i]nterjection of the opposing
views of non-class members [such as M r. Karn] should proceed via intervention
under Rule 24. Id. M r. Karn has never attempted to intervene, nor does he
present to us any evidence or argument suggesting that he would qualify for
intervention under Rule 24.
Third, and finally, we affirm the district court because M r. Karn presents
no evidence or relevant legal argument to support his contentions that such a
denial of standing violates the Fifth Amendment. See Phillips v. Hillcrest M ed.
Ctr., 244 F.3d 790, 800 n.10 (10th Cir. 2001) (Because appellants have failed to
support this [argument] with any authority, legal or otherwise, we need not
consider it.). Instead of providing this court with case citations to support his
appeal, M r. Karn spends the bulk of his brief noting the inefficiencies and
burdens of paper-based litigation and advocating the adoption of electronic filing
systems. W e do not doubt that technological innovation presents great
opportunities for the judiciary. But we disagree with M r. Karn that the current

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procedural requirements with which he must comply deprive him or others of any
constitutional rights. Affirmed. 1

ENTERED FOR THE COURT

Neil M . Gorsuch
Circuit Judge

Appellees motion to dismiss is denied as moot.

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